


I Hate You to the Moon and Back

by CrustyMerryBicycle



Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Angst, Backstory, Exes, F/F, Fluff and Angst, Fluff and Smut, Sharing a Room, Smut, rommates, tentacle angst
Language: English
Status: Completed
Published: 2019-04-11
Updated: 2019-05-14
Packaged: 2020-01-11 17:55:35
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 8,947
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18429152
Author URL: https://archiveofourown.org/users/CrustyMerryBicycle/pseuds/CrustyMerryBicycle
Summary: May finds herself out of options while waiting for her house construction to finish and ends up going with a not so conventional roommate choice... Maybe it was the fatigue that pushed her to say yes, or maybe there's still some lingering trust for her least favorite super villain. All she knows for sure is that she most definitely, completely and utterly HATES Olivia Octavius. (Chapter 2 is the smutty part ;])





	1. Out of Options

**Author's Note:**

> Hello there, starving LivMay fans! I'm here with my first fic for Spiderverse! Plenty more to come (I hope) with probably some sexy one-shots posting soon (because if y'all are horny on main like me that's the main thirst right now)...  
> Anyway, hope you enjoy!

May hadn’t slept soundly in days now, constantly worried about how easily a robber could sneak around the various tarps that covered the gaping hole in her front room wall, hole in the ceiling, hole in the…anywhere really. Right out in the open, plain as day, for all the neighborhood to see. She had known it would probably only bring some chaos to her home when she signed up to host a gang of spider kids…but then again, she didn’t really sign up for that, to be fair. Chaos seemed to follow her around; she often wondered what sort of universal imbalance she had played a role in to bring such chaos into her life, but that sort of wondering only ever turned over the same useless stones with nothing new underneath.

While she lived in a pretty friendly neighborhood, had lived there for decades, and knew how to hold her own if conflict arose, it was still Queens. And Queens held no sympathy for a lonely old woman with a big hole in the wall. So even the peace of mind that all her little super friends made it home safely, it wasn’t enough to outweigh the distress of an easy entrance for whomsoever should please into her home. She would have rented a motel room somewhere, stayed with her newly widowed daughter-in-law (or niece in law, rather), slept in Peter’s secret hideout in her own backyard, or even gone couch hopping across the neighborhood with anyone who might open a door to her. But there was always two problems to the solution: money was too tight; MJ was fragile and needed some time right now, so asking her sympathy when that’s what she needed herself would be too much; too many memories were stuck in that over glorified shed; and she had too much pride for begging at a doorstep. All coupling with the fact that she, too, was in mourning over the loss of her nephew and didn’t want to spend those hardest hours in an unfamiliar or not so understanding environment for her bleak situation.

She went about her days trying to tidy up as best she could, though the hole in the wall would have to be a job for the contractors her home owner's insurance approved(if they ever got around to doing their job for once. She was more than capable of repairing anything from cars and jets to cell phones and watches, but the actual nails and wood and drywall had always somehow stumped her. That couples with the fact that these old muscles may not be up to the physical lifting meant that she couldn't lift a finger until the insurance company did. It was a dazed kind of tidying, though, which only worsened each day she went without a long rest. 

It was that point, five days into her sleep fasting, when she was shocked to a point of falling over the vacuum she was just enjoying a micro-nap on by the jingling tune of her cellphone, of all things. The most consistent or frequent sound she heard in a day, next to the traffic rushing, sirens, and car horns droning endlessly in the distance. It was the soundtrack of retired life: one of the ladies from the women’s center asking for a recipe or just wanting to chat or gossip; bill collectors or exclusive offers on an auto warranty!™; formerly, her dear nephew or his wife (who was currently taking some alone time to reflect and hadn’t been feeling so chatty); anyone, really. But the damn thing was always ringing for something or another, so she knew it was getting bad when that, of all things, scared the snot out of her.

She answered blindly without glancing at caller ID and tried to say hello, realized she hadn’t turned off the vacuum yet, and then retried her greeting which now came out as a tired “Hehmnnn…”

“May! Sweetheart! How are you holding up? Sorry I haven’t called or checked in since all that mayhem! But I was worried, and I did mean to check in on you! You wouldn’t believe how everything ended up, phew! What a rush! Did Miles tell you? My collider worked! I just need a little more work to stabilize it and it’ll be perfectly safe and functional; I tested it myself! Enough about me, though. How are you, dear? Sorry to leave you with such a mess to clean up! Would you like me to-”

“OLIVIA!” May interrupted the chattering, “What the hell made you think you needed to or had the RIGHT to call me, now of all times?! Since when do you ever ‘check in’ after some battle or chaos that I inevitably get sucked into? We haven’t spoken more than formalities in forever, and now all of a sudden you ‘check. In. ON. ME?!’”

“Well I would have for other battles, but you never seemed to think it relevant, and frankly I didn’t either,” Olivia Octavious brushed it off as if this was a conversation no less common than what they might have shared in the cooking class they’d met in years ago.

“And I’m just…relevant to you, all of a sudden?”

“Well, yeah. I mean, this is one of the few times you’ve had to personally witness a battle, the first that’s ended up on your premises, and…well, with Peter being d-”

May tore the phone away from her face and pressed the end call button. She was fuming, and knew that a simple hanging up wouldn’t be the end of this conversation, but how was she supposed to formulate an escape plan when she could hardly remember how to use the front door when she was so tired?! She did the only reasonable thing she could come up with, and made a sandwich. Tomato, lettuce, mozzarella, turkey, and alfalfa sprouts on whole wheat bread. Damn it! Forgot the pesto aioli! She needed a fucking nap; this was the worst! She finished the sandwich and planted the side of her face snugly against the kitchen table. She didn’t dare answer the phone calls or look at the text messages that flowed in solidly after that, nor did she move when the doorbell rang anywhere from five minutes to two hours later (time perception was more than hazy). Maybe if she didn’t move or speak or think, Liv would think she was dead. Or at least she’d get a power nap before having to face the last woman she wanted to see right now.

After two more doorbell rings, about 30 seconds apart, May heard the shuffling of the tarp over the void of where her wall once was being moved and then a light thud as the unwanted visitor hoisted herself up into the living room. Her tentacles usually did more of the lifting, but she was not in the right attire to bring those out and had to rely on the less tried and true upper body strength to get her inside.

“May-flower? I know you’re home! I don’t love trespassing, in particular, but I’m not above it if you won’t come tell me hello!”

“Oh bull shit!” May grunted, regretting revealing herself but unable to contain the acidic words burning her mouth. “As if your moral compass wasn’t de-magnetized ages ago! And May-flower? I’m not some fucking pilgrim!”

“There you are, sweetness! I just thought it was cute, since you never like ‘May-fly’. You can’t tell me that’s not at least a little better?”

“I’m not doing this right now, Olivia,” May huffed and reluctantly scraped herself off the table, pushing past the intruder in her kitchen and beelining for the front door without taking her eyes off the floor.

“Where are you going?” Liv asked, more confusion in her voice than May thought was necessary. She was probably the dumbest genius on the planet.

“Away from you. Or you could go away; that would be just lovely!” May paused at the front door and waited a moment before glancing back to find that Liv hadn’t moved from the kitchen doorway. She sighed and slipped her feet into the tennis shoes by the door. “No, of course you couldn’t be so generous. Okay, take my wreck of a house. It’s not much, but it’s all I’ve got left, so have at it!”

“May, I’m not here to take anything. Like I said, just checking up on you…I know you’ve been through a lot lately-”

“Yeah, no kidding.”

“And I wanted to see…how you’re doing. I can’t imagine what you’ve been going through, but…I feel bad. I want to help in any way I can, whether that’s being someone to talk to, giving you a distraction of some sort…fixing some…walls.”

“You know Liv, you’re right,” May started, turning back and crossing her arms over her chest. “You can’t imagine what I’ve been going through. You have a pretty bad imagination, after all. I do need a distraction, so that’s why I would appreciate as few reminders of a past that is OVER now and, frankly, FOREVER! But since the only kind of distraction you seem to ever provide is the manipulative type to keep my eyes away from what I should be watching, I think I’ll have to look elsewhere. I’ll be back in a bit, so…hope you’re gone forever!” May turned away and glided out the door, falling into a professionally mundane speed walk, just like it was time for her afternoon walk with the ladies, but this time solo.

Olivia stood dumbstruck on May’s front porch for a moment, trying not to delight in how nice May looked walking away. But she had to focus! Poor dear wasn’t thinking straight, she was sure, and Liv knew why just by seeing her tired and dark eyes. She hopped on her bicycle and pedaled hard to catch up with the pro speed walker. 

“May, hang on just a second!”

“Oh great,” May groaned, but continued to power walk even though a bike was more than capable of keeping up.

“Listen, I know I’m not your first choice right now…”

“You’re actually my LAST. Did you know, Olivia, that I actively hate you?”

That hurt a little, but Liv brushed it off as the fatigue talking. “But I can help you through this. I’ve got a nice comfy bed in a super safe apartment, so at least do yourself a favor and come get some sleep before making any further decisions to cut me out of your life.”

“I’ve been trying to do that for two years, and you still think it’s okay to call or send flowers or whatever else you can think of!”

Liv didn’t mention that she still had the flowers sitting proudly on her dining room table or that she hadn’t blocked her number yet. Instead she sighed and smiled a little in the naïve way that May got scared she just might give into. That stupid, lopsided, cocky grin that had put the butterflies in her stomach to begin with.

“I guess my mindset is that if I keep pretending it’s not over I can at least put off the broken heart till I know what to do about it. I don’t want to have to think about a life without you, so I just ignore that until I can figure out what to do with myself. I’m kind of…all alone these days, ya know?”

May gritted her teeth. All her soft spots had been grouted up for awhile now, she was convinced, but logic was logic. And she was getting worried fatigue might do her in faster than her own loneliness.

“I just want you to know I hate you. I really do.”

“Frenemies it is, then,” Liv shrugged, trying not to let it get to her.

“We’ll see,” May scowled and stopped walking to lean against Patricia’s ugly plastic mailbox; the bane of the HOA’s lax mailbox regulations to everyone in the neighborhood. While the walk was supposed to pump some adrenaline and the lean was supposed to catch her breath, May was disappointed to find her head spinning a little as she fought to stay upright.

“Hey, you’re not looking so great,” Liv said, concern lacing her words.

“Yeah, like you’re one to talk,” May grumbled now that she allowed herself to meet the face of her frenemy, which was pretty blessed with bruises and a couple of little cuts here and there. 

“It comes with the job,” Liv shrugged. “I got hit by a semi, you know.”

“Just not hard enough.”

“Right... Where are your car keys? I’ll bring it over and you won’t have to walk anymore till you get a rest.”

“Yeah, because you’ve got such a trustworthy reputation,” May rolled her eyes and lay her head down on the crook of her elbow. “In the dish beside the microwave. Not that it will help any…but lock the door on your way out, okay?”

Liv nodded and pedaled the short block back to May’s house, where she tried to jimmy her bike into the car and ended up just tucking it in the garage for the time being. She picked May up and headed off towards her own apartment that was typically five minutes away, though Liv drove slow enough to make it take 20.

“Do you even have your license?” May wondered aloud.

“Of course! I drove everywhere back in Michigan, but city driving terrifies me, so it’s been since then that I’ve actually owned a car.”

Not much else was said, since May let herself lean against the passenger window and dose off a little. Liv offered to carry her in and upstairs, but May refused and walked all the way to the door of her apartment, where she hesitated before stepping aside for Liv to unlock it. The place was far from familiar by now, but even still, May worried about the kind of memories that might come up in this place.

“I promise I’ll clean up while you’re asleep, so…just don’t judge too harsh at first glance,” Liv pleaded.

“Mhm,” May mumbled, already half asleep.

“Take the bed, not the couch or anything ridiculous.”

“I will if you will please just be mature about the whole situation.”

“Sure, sure,” Liv smirked but tried to hide it quickly.

“Liv, I’m serious. No funny business.” Now the door was open and May obeyed the request to not judge the mess by keeping her eyes to the ground right in front of her, choosing her steps carefully up until the very last one before collapsing onto Olivia’s bed. She didn’t fall asleep instantly, as the familiar environment with an iffy past gave her a tiny adrenaline rush, but even that didn’t keep her from drifting off in no longer than it took for Liv to decide what to clean first and how.

 

...

 

Most may have gazed upon Olivia Octavious’s apartment and thought: Mess. There were rows of piles of notebooks and pages, plastic storage bins lining the wall of her laundry area with garbage halfway to the top of each, hangers with clothes on every surface a hanger could sit atop in the laundry area, four different lidded trash cans with grime aplenty down the sides, and at least a dozen various glass bottles of various colored liquids, from water to whiskey, an opaque bubbly liquid to a perfectly clear blue one, and plenty more. There was a stack of dishes up to Liv’s eye level beside the sink, crud on every countertop, a fridge full of either science experiments or moldy food (or a combination of the two), and crumbs or cat hair or even her own hair littering the scratched and dulled hardwood floors.

“Mess”, Liv believed, was yeomen’s terms for “meticulous”. While she had no good excuse for the dishes or fridge or counters or floors other than work, everything else had a method to the madness. The different piles of notebooks or pages were all for different projects, never draining into each others’ pile and never untouched or unmoved long enough to merit disposal. All the bins were necessary to sort the recycling and save time when she got around to taking it downstairs to the specifically coded dumpsters. The system in place in her laundry room was a ‘take a shirt, leave a shirt’ design, where she’d toss clothes straight into the washer as they needed and replace her cover with one hanging there. When wash and dry cycles ended, they’d go right back up on a hanger and stay in the laundry room where she’d be anyway the next time she needed some clothes. The different trash cans were each in a different stage of her composting process and she rotated them and took the good soil to the rooftop garden like clockwork. The bottles were different concoctions of herbal teas, which she drank at room temperature, homemade skincare or disinfectant cleaners, and, well, whiskey.

While admittedly proud of her organized chaos, it still was a chaos that she aimed to control before her guest woke up. Liv set to work turning her piles of research into 14 large binders stuffed with papers and pamphlets and the like, which in turn were crammed onto the dulled wooden bookshelf that stood at least two feet higher than she did. With the help of four extra arms and the multi-task prone ADHD mind of hers, quick work was made of the dishes and cleaning tasks. She debated for a good few minutes whether it was worth it or not to take down the recycling before deciding to go ahead and get it, even though nothing was even overflowing, to really go the extra mile in impressing her guest.  
Her open-concept apartment made it easy to see everything from a few select spots throughout, so she picked one of those and did a quick survey to find herself pleased with her handiwork and wonderful tidying skills. Her tentacles retracted, since that was always kind of a grey area for May if she had them out, and she went to check on her guest. Her bedroom area, which was really just a cornered area blocked off by the massive bookshelf and a sleek white card table that was nearly always folded in and propped against a couple of matching white chairs. Her interior design skills displayed themselves much more at work than at home, seeing as how her hours between the two were split 85/15 most weeks. With such stats, however, her bedroom remained pristine from the last time she’d cleaned it probably 6 months ago, since all she really did was sleep there, and even that was only every other day or so. Sheets got washed regularly, and everything else was pretty much untouched.

May slept pretty soundly, so Liv went out to buy some staples, which were quite lacking at the moment. Still sound asleep when Liv got back, so she flipped through some books, did a little more floor care (only to find she’d need new floors entirely at this point if she ever wanted the sleek look back), and eventually felt herself getting tired as nighttime settled into the sky. May had been asleep five hours so far, but Liv figured she’d probably need a good 20 to get caught up if possible! She was a scientist, after all, and could say without a doubt that you DID in fact need extra sleep to ‘catch up’ if you were fatigued enough.

Without a guest bed or air mattress, Liv considered sleeping on the couch to be courteous, but shook off that silly thought quickly and joined her guest in her own queen sized bed. May moved a little as Liv snuggled in, but showed no signs of waking. Liv couldn’t help but smirk as a sleeping May held no reluctance to relaxing into her snuggly arms and letting Liv claim her rightful place as the big spoon. To her disappointment, however, she woke up first in the morning and didn’t even get to reap the rewards of May’s shock and adversity at finding out she’d been, God forbid, CUDDLED all night long. Instead, she gave May another hour and a half before letting her wake up for coffee and a simple breakfast of granola cereal and yogurt.


	2. So Much

**Notes for the Chapter:**

> Here be the smut! Hope y'all enjoy ;)

May could tell she was starting to soften up by evening time, and she didn’t like it one bit. The shameless flirting on Olivia’s end had done nothing but irritate her in the beginning, but now she found herself going so far as to set Liv up for a smooth move or innuendo. Maybe her nerves were fried, maybe she was just giving up, or maybe her heart was just so broken and confused that anything remotely human and intimate became her deepest craving, even if the giver was only about half human herself.

They’d enjoyed a relaxing day in catching up on exclusively personal endeavors and no “work topics”, as May had referred to things in their past. The sun was setting outside and conversation was light and easy, which May was grateful for, so it seemed like a good time to bring up the ratty mess atop Liv’s head.

“So when was the last time you showered?” May asked bluntly and Olivia shrugged. “Your hair is kind of nasty.”

“Ah, sorry about that! I just get so wrapped up in projects and have no time for anything! But now that I’m on an unforeseen vacation I really should be keeping up with personal hygiene better,” Liv deflected, trying to hide her embarrassed expression.

“It’s fine; not anything I haven’t seen before with you or Peter,” May grimaced a little and tried not to dwell on the thought of her nephew, “but if you hop in I’ll entertain myself for a bit and probably rinse off myself when you’re out if you don’t mind. Don’t rush on my part…And for God’s sake PLEASE use a conditioner.”

Liv smirked a little but tried to hide it with an innocent expression. “You know, water conservation is something a lot of people really take for granted here. Out west it’s all about shorter or less frequent periods of running water.”

“Liv, please wash your hair,” May begged.

“I will, I will! But if you need to hop in too we might as well just…”

“I am not showering with you, Olivia.”

“Oh come on! We’re adults, we’ve both seen a breast before! Hell, we’ve seen each other’s’ before, for that matter. And you have nothing to be ashamed of dear; I’m no spring chicken anymore either.”

“Yep, we’ll just shower together like two mature adults with no intimate intentions whatsoever, then.”

“Sounds fine to me.”

“And you’ll keep your hands to yourself unless I ask you to pass me the shampoo,” May humored her.

“Whatever you say, May!” Olivia sing-songed. 

“You have no idea what sarcasm is, do you? Liv, there is no way I’m stripping down and hopping in the shower with you.”

…

It hadn’t been a full five minutes before May found herself battling off the butterflies in her stomach as she slipped out of her sweater, then her shirt, pants…even panties came off. She lied to herself, saying it was just nerves and not excitement getting undressed mere feet away from the only woman to have seen her naked in years now. Olivia found her cockiness turning to nerves as well, a little anxious about being so exposed to another person. The last time they had been together intimately had been several upgrades ago, and even then there was a level of self-consciousness about the cyborg attachment to her spine. It was more rooted now, too, rather than a little strip that branched out into four tentacle ports. Now her entire upper back was a metal plate with wires and robotic attachments lacing into and around her spine. She had thought it was cool at one point; very steampunk and smart looking. For awhile now, however, it was a mess of emotions tied to her body; regret and excitement, curiosity and disappointment, all a permanent part of her now. That’s why she kept her back to the wall and her eyes on the floor as she unbuttoned her flannel and peeled off her jeans.

She looked up to see May from behind as she turned on the water and tisked at the state of Liv’s bathtub. She hadn’t remembered to clean that before May woke up, but at least it wasn’t moldy! Just scattered with eco-friendly homemade soaps and shampoos and some leftover hair dye stains from who knows when. The sight of May’s unclothed body was the encouragement she needed to regain confidence, now just having to fight the urge to sneak her fingers around her bare waist.

It was a close proximity with two bodies in the shower, but May was surprised at how well her host was behaving, and frankly a little disappointed. If the water hadn’t made things steamy enough, The eye level sight of Liv’s tits sure did, and May really didn’t have anything else to look at since Liv kept her back to the wall. Besides, Liv was pretty preoccupied with what May guessed was her first real wash in a couple of weeks now, so she took the opportunity to appreciate the real intimacy she hadn’t felt in so long.

May hated Liv, she reminded herself. Hated her guts. She hated that lean but muscled frame and rugged, unshaved body. She hated the feeling of excitement and earthy naturalness about her, clothed or non. Hated the way the water in the shower streamed around her collarbone and down her neck, around her shoulders where tangled and thick hair fell and clung to her skin. She hated, especially, the clear droplets that dripped off her prominent nipples. They didn’t stick straight out, drooping now as age weighed down both of their bodies a little more every year, but still stood at attention in their own sexy, hateable way.

“Alright water hog,” Olivia said, not even hiding her smarmy grin anymore once she noticed May ogling her, “Let me rinse for a second.”

Liv’s hands startled May as they landed on her waist, but she found herself not even trying to shy away from the physical touch. Liv guided her around so that their positions were reversed and she now stood under the water while May tried to regain her composure and wash her face, glad for the sudsy excuse to not make eye contact. Liv repeated the motion when it was time to switch sides again, this time experimenting by holding May in a little closer proximity as their paths crossed, again with no resistance. 

As conditioner soaked into the now lessened matts of her hair, Olivia decided she’s had enough fooling around and wanted to see if she could actually get away with fooling around. She planted her hands on May’s waist yet again, felt the woman tense the tiniest bit, as she had each time so far, but instead of just moving her gently against the wall of the shower to step around, Liv used a little more force and a lot more precision backing May against the wall. Instead of getting herself a respectable arm’s length away, she stepped closer and, when May didn’t stop her, right up in front of her. She grinned as their wet, naked bodies made contact and May stood wide eyed, full of hatred for sure, and a little too awe struck to argue.

“Liv…”

“Mhm?”

“You know I…I, fucking hate you.”

“Hm, I see,” Liv said thoughtfully, “then, you can do the hating, and I’ll do the fucking. Must be hard to do both; let me relieve some of your burden, hun.”

“No, I don’t mean,” May started but the words got caught in a gasp when Liv’s fingers started snaking their way up her waist and around her back. Stubby finger nails on long fingers tapped and traced little waves up her spine and May shivered a little while Liv leaned in, trapping her against the shower wall. When May reached up to push her away, two tentacles emerged from Liv’s back to pin her hands to the wall above her head. “No! N-not that…it’s too soon.”

Liv looked a little defeated and very disappointed, but pulled the extra limbs back into her port obediently. To her surprise, May kept her hands up above her head in a submissive pose. Olivia cocked her head in curiosity and May looked a little embarrassed, but held her position.

“Not all that, okay? Just…just you,” May almost whispered, like she was afraid of someone overhearing her submission to the woman’s manipulation.

Now with her biggest grin thus far, Liv held May’s arms in place under her right forearm and leaned in for a kiss, which was returned, thus proving May had given in. The kiss soon moved to her jawline, a little nibble on her ear, and down to suck on her neck, a little more passionately than May had expected. She yelped a little, but soon let her little squeals turn to lingering moans as her partner’s mouth made easy work of some fresh hickies and light bite marks. Her one arm made useful in holding May’s hands in place so Liv’s left hand was free to explore and touch such a smooth and pure human back and waist and breasts.

Things heated up quicker than either had expected. Even as the water started to run cold, their bodies stayed warm with exhilaration and May forced Liv back under the water to rinse the last of her suds so they could get out get out and towel off, which could only do so much with how wet they both were between their thighs.

Keeping May’s back pressed against the steamy bathroom wall, Liv leaned in for a deep kiss and May wrapped her arms around her neck. Fingers tangling in each other’s hair, breath falling hot and ragged on each other’s cheeks, and both trying to hold out to see who would last longer without begging for more. Liv was accustomed to losing battles by now, but she was determined to win this one, and let her hands explore hungrily to make it happen.

“Liv,” May breathed, “p-please!”

Olivia smiled ear to ear and happily pulled May away from the wall and led her out of the bathroom and across to the open studio apartment to the secluded corner with her bedroom sort of area. She lifted May just enough to toss her excitedly on the bed with a little squeal that she just couldn’t keep in. Ridiculous, May thought, but let it go quickly as their make-out continued in the new horizontal position.

Fingers traveled over May’s tense and eager body, leaving goosebumps in the path behind them. Olivia knew where to let those fingers rest but wanted to make sure they worked up a good momentum before finding that place. She pinched and toyed with May’s nipples, making her whimper and left dark spots on her skin anywhere her mouth could reach without sacrificing the good work of her hands, all the while delighting in the pleading words of the woman beneath her.

Slowly, Liv’s fingers travelled downwards and made little circles on May’s hips, then thighs, inner thighs, and finally traced back and forth across her soaked opening. 

“I thought we already toweled off? You’re still soaking, hun.”

“Shut up and put them inside of me!” May commanded.

“Do you need me, dear?”

“Yes~! So much!”

“Do you still hate me?”

“Y-yes,” May breathed and gritted her teeth, unable to look her in the eye, “s-s-so much…”

“Is that so?”

“You’re just the worst.”

May bit her lip; she wasn’t sure which of them she was trying to convince more but let the worry of it go when two fingers worked their way gingerly inside of her. It had been almost a year now since she’d been intimate with anyone and May was grateful for that kind of gentleness to reign her in slowly. Liv had always been a kinky gal and tried to get May in on it countless times, but never forced anything she wasn’t ready for. It was surprising for someone like her, who lacked empathy entirely it seemed, to be so understanding…and yet she always came through for the perfect sex. 

She was reminded just how perfect as the two long fingers made easy work of her, curling and uncurling and finding just the right speed and force of her strokes to bring May’s pleasure levels to height. She added her thumb against May’s clit and rubbed gentle circles to match the pace of her other fingers and felt everything in her partner shivering and tensing as her whimpering became thirsty moans and she hit her climax. Liv’s fingers didn’t stop moving immediately, but slowed their pace to a stop gradually instead, remaining inside her until she was assured there would be no second round.

“I am…I’m good,” May promised, eyes finally opening slowly and dreamily.

“You sure?”

“It’s been awhile,” she admitted, “I’ve got the cobwebs you’ll find on your fingers to prove it.”

“Ah,” Liv nodded, looking awfully smug about being May’s 'first in awhile', “you’re my only recent action, just so you know. I haven’t so much as been on a date since we broke up…”

“Then how are you still so satisfied topping?” May wondered as Olivia slowly removed her fingers and cleaned them off against the bed sheets.

Liv shrugged and made a thoughtful face over the question for a second. “Masturbating?”

It would’ve been hard to miss the flushed color May’s face turned to as she imagined Liv in her own bed here, but with one of those long, ribbed tentacles working inside her. She’d had May try it a good few times in the thick of their former relationship, and she’d be lying if she said it wasn’t pure ecstasy. Liv smirked at the faces May made and gave a little kiss on her forehead.

“I’ll let you work your way up to it again,” Liv said with a wink as she snuggled in and wrapped her arms around the smaller woman.

“What makes you assume this wasn’t a one-time thing?”

“Probably the level of gratitude I felt dripping out of you mixed with my naughty intentions that I just can’t seem to control. Guess that’s why you hate me so much.”

“Mhm,” May laid her head on Liv’s shoulder and let an arm wrap over her bare torso, “so much.”


	3. Traumatic Exposure

**Notes for the Chapter:**

> TRIGGER WARNING: Suicide mention near the end of the chapter

“Olive oil?” May asked, chopping vegetables and trying not to be distracted by Liv’s arms, which kept finding their way around her waist no matter how many times she slipped out of them.

“I’ve got coconut oil,” Liv offered, snuggling against May’s neck and trying to get a grip with her mouth before May ducked out of the grip again. 

“Island flavors tonight then, I guess.”

Olivia took the container of coconut oil from the top of the fridge and scooped a dollop into the copper pan she had just set to a medium heat. She opened her freezer and skimmed to see what kind of food she had in stock to go with the broccoli and bell peppers May had found in her fridge, only to find some pretty extensive ice buildup crusting some containers of leftovers and a few packaged options.

“How does whiting sound? It might be a little freezer burned, but…better than nothing?”

“Fish is islandy,” May agreed and Liv took it out and slid two filets into the pan. May tossed the veggies with a little salt and pepper and coconut oil and put them in the oven on a baking sheet to roast. She seasoned the fish, since Liv trusted her flavor pallet a little more as she’d been feasting on takeout and smoothies for a few solid weeks at least, paying little attention to any of the cooking ingredients at her disposal if or when she made it home from work for a night. 

May raised her eyes from the pan, pushing Liv’s lips off her neck, to turn and see the source of a scratching sound at the fire escape. There was a scruffy-looking tabby cat at the window, scratching and pawing at the rim until it got a good enough grip to push the bottom of the window inwards and let itself in.

“Who’s this?” May wondered, stepping away from the pan to go meet the little guy at a food bowl beside the sofa.

“Oh! That’s Professor Tabby. He’s my sweetest neighbor for sure! Aren’t you, professor?” Liv joined her and scratched behind the cat’s ears.

“How’d he get up here? We’re 14 stories high! You just let your cat make that journey all alone?”

“Oh, he’s not my cat! And they’re all very agile; perfectly capable of hopping up and down some stairs or ladders or ledges. I just leave food out and the window unlocked for a couple of strays that know they can be safe and well fed here if need be.”

“Not your cat, huh?” May asked as the kitty rubbed sweetly against Liv’s knees as she sat down and crossed her legs.

“Listen, I just give them names to be respectful. I’m not attached or anything.”

There was another scratching at the fire escape and two more kitties found their way in within a minute, both of whom seemed more interested in the food than companionship.

“Well here come some more neighbors! This is Professor Tuxedo and Professor Calico! Professors, be nice to our Auntie pie here, okay?”

“Definitely not your cats,” May rolled her eyes and couldn’t help but smile as she went back to the cooking. The smile didn’t last though, as she made her face scrunch back to its stoic default expression. This wasn’t fun, she reminded herself. She was staying here because her house was a wreck until she could muster up the means to fix it and because Olivia owed her so much more, even, than just a roof over her head and a real meal here and there, so this was the only option not laden with guilt. The flirting, the sex…that was a one time thing. She wrote that off to a broken heart and needing some sort of release, and, well, Olivia DID offer, after all. 

May cooked with a purposeful vigor now, simultaneously thankful and mad that Liv didn’t pay her a second thought as she played and patted on some kitties. She was upset because how could she not be? Angry, because how could she not be? She was overwhelmed by guilt and grief and frustration and… she looked behind her at the same time that Liv’s eyes glanced up from the floor and she gave May a big, genuine smile…she was intrigued and excited and in love. How could she not be?

…

Olivia’s mind was full after dinner, whereas for May it was just her stomach. She was already drifting off so Liv sent her to bed with the promise that she’d stay on the couch if it made May feel any better (a promise which she fully intended to not keep). Liv pulled out six of the binders she had just organized and layed them side-by-side on the living room floor. With a yoga mat unrolled in front of them, she assumed the Chaturanga Dandasana position and switched arms every 30 seconds to flip through pages with her left hands and write down notes of formulas that came to mind with her right. She held off on the four extra hands, since she didn’t want to alert May if she hadn’t fallen asleep yet, and continued her work late into the night while alternating yoga poses. 

She was glad to see May was a deep sleeper just as always, and mimicked the same spooning position they’d shared the night before. The next morning, May was the first one awake and was startled when she rolled over to see Liv in the bed beside her, and then a little more than startled when she caught a glimpse of the mangle of robotics infused into her bed-mate's back from over the top of her tank top and gasped, turning away quickly as if she’d seen something too grotesque to ever un-see. In a way, though she had. Olivia shot up in bed and turned around to see May with a hand on her forehead and sucking in breaths like she was suffocated.

“No, no no! It’s okay,” Liv reassured her, already crushed with guilt. She hadn’t wanted May to see her like that at all if avoidable, but definitely not without warning.

“Why is…” May heaved and shook a little when Liv’s hands fell on her shoulders.

“It’s just…it’s just a thing, May. Don’t freak out! That’s just, how they…” Liv didn’t know what to say. When she was first upgrading herself, when May and her had been together, it was four small ports that attached on top of her back. Now, however, it was like four fist-sized craters dug into her upper back, metal bearings connecting the four and running all the way up and down her spine. Skin sunk into the craters a half inch or so and fused with metal deeper in. Wires and chips laced in and out of the skin, weaving behind her human spine and connecting her nerves to the robotic one. It wasn’t just a few inches up or across like it had been…it was a lot of her, now. It was most of her…She sometimes wondered if it was all that was really even left of her, or if she was any more human than electronic now…

“Are you…does it hurt?” May asked, trying to catch her breath and slow her racing heart. She knew there was a lot more to it than what she’s seen years ago, but the way the tentacles were…inside of her; a part of her, and not just an attachment…

“No,” Liv shook her head. “It just started with, well, what you saw. Upgrade after upgrade came and…I just got rooted deeper with each one,” she shrugged, but May still looked shaken and couldn’t turn back to face her. She tried to take May’s hand, but she pulled away and stood up, shaking her head a little.

“I don’t think I can…Ya know, I’m gonna get some air.”

“Can I walk with you somewhere?”

“No I need some space, and some time I think.”

“I understand,” Olivia sighed and pulled on a cardigan over her tank top to keep any more sneak peaks from showing up unwanted. “You will come back though, right?” She sounded almost urgent or desperate and May’s heart sank.

“Sure,” May offered, not sure herself whether she would or not, but she figured she’d decide after trying to get that image out of her head and get some sense into it for a second.

It was colder outside than it had been lately, closer to what the typical January in Queens might feel like versus the fairly mild winter they’d had so far. Snow flurries spiraled down a little, barely making it to the ground, but the sky was indicative of a bigger snow storm in the works. May walked deliberately with her hands in her pockets to keep out of the biting wind. 

May’s head spun as she zipped across sidewalks and crosswalks in her sleep leggings and coat. She hated Liv! She was freaked out because that was creepy as hell and just further solidified the fact that they were too different for anything to work! It hadn’t worked out before; even after May’s insistence to keep a “work/life balance”, so to speak, Olivia still couldn’t help but bring up Alchemax or a battle or a project- something!- every now and again. When she had found a little bug planted to spy on her or Peter or sneak into his base or something, well, that was the end of it. She broke things off fast and full to avoid falling back into that manipulative grasp. That’s why she’d never spent the night at May’s house or so much as made it to the mailbox thus far, but no sooner than May let her step up to the front porch to pick her up for a date, things all came crashing down within a few days.

May was perturbed; obviously the main shock factor was the sight straight out of a horror movie; human flesh and soft robotics fusing together as one with pieces of Olivia’s own body hollowed out to make room for that atrocity. There was another shock factor, however, that coupled the outright revulsion. It was concern. May was shocked to find her heart breaking and fear coursing through her mind, not of Liv, but for her. Did it hurt? Was she okay? Had she meant for it to go that far, or was it an accident? Did she regret it? Did she like it? Was she even the same person mentally she had been before she changed physically so much?

May bit her lip and tried to focus on her steps. She counted them; she alternated which feet crossed over the cracks in the sidewalk; she took note of the garbage bags to loose garbage ratio at the edge of the street; she tried to think about anything but this woman she was falling for all over again and whether or not this was a deal breaker.

Meanwhile, Olivia found her mind spinning all over again, just like last night but now with some…emotions. She pulled down two of the same binders she’d been in last night and two additional ones; all projects relating to her physically or robotic/human hybrids in general. She skimmed through some notes on robotic attachments and tried to see what kind of anchoring mechanisms she had theorized for other possible test subjects, if an opportunity arose. She looked at the one binder documenting her transition through the years; what she’d done and how much deeper and deeper she’d gone with every upgrade. She looked at the binder with information on octopus, cephalopod, and marine studies and tried to figure out which neurons she’d taken from a real octopus were still alive and working inside her or if it was all just her own brain running the show.

She had realized long ago that this was a permanent part of her now. Any extraction would be all or nothing, seeing as how the tentacles literally had a mind of their own that just collaborated with her brain, the home base. Just like in a real octopus’s central nervous system, she’d programmed a distributed intelligence into the tentacles with real octopus brain neurons that took commands from her central nervous system and lived to serve her brain’s thoughts and commands…mostly. There had been times where her choices didn’t align with the safest route or most efficient, and that when the tentacles actually worked against her brain’s control.

She grit her teeth and summoned a bottle of whiskey to join her at her floor area office space; morning yoga could be the later muscle relaxer. Took a swig and let her face fall into her hands when the alcohol didn’t get to her head fast enough to stop the memories. She continued her research and re-research and formulating and tried to get her mind full of numbers instead of emotions, which she’d become really REALLY good at by now. She hadn’t cried in years, but felt herself get awfully close for a moment or two the deeper she got into her bottle. She was a lightweight as is, but before breakfast or coffee or anything, she was pretty much sunk by the third burning sip.

May had walked all the way home on muscle memory alone and was almost appalled that her house hadn’t been broken into or vandalized yet. That meant she had no good reason to want to go back to Olivia’s. She snuck in the same way Liv did, creeping under a tarp and hoisting herself up into the living room. The heat was running but the house was still almost as cold as outside; not the most survivable temperature for living and sleeping comfortably. Alright, there was a good excuse, but she needed a minute first.   
Pacing back and forth through the kitchen helped. It was familiar; the same motion she’d had when worried about Peter in school or at work or swinging stories high through the streets of New York. The same pacing she’d done for hours when her husband was killed all those years ago, wondering how this could have happened and what she’d do from here. The same pacing she’d done the day before Peter’s wedding; hoping the weather would be nice and MJ wouldn’t be too flustered and her own dress would cover enough of the wrinkles to still be flattering. 

She felt like she’d pace a hole in the kitchen floor to match the one over her head before she came to a conclusion as to what she was feeling. So she stopped pacing and started pedaling and let Olivia’s abandoned bicycle be her ride back with a duffel bag stuffed with some clothes and necessities swung precariously over her shoulder. She’d had enough pacing back and forth and wondering and letting others figure things out while she waited idly, never actually getting anywhere but rather just waiting until destinations got to her. She was ready to get somewhere, and maybe stop reading the map and overthinking the destination when the journey was going to be full of unexpected twists either way.

Olivia was maddening herself trying to stay distracted and already getting a little dizzy from the formulas, the addition of alcohol making her even more of a mess. May let herself in and dropped her bag on the floor by the door, startling her host a tad. But Liv smiled when she turned to see her in the doorway, but felt her eyes getting more teary than they’d gotten yet.

“I uh…sorry it’s so weird looking,” Liv apologized and spun on the floor to face May without uncrossing her legs.

“That’s kind of an understatement.”

“Yeah…can I tell you something? Kind of a secret?”

“Sure,” May said and joined Liv sitting on the floor.

“So, about two years ago…it wasn’t long after we broke up, really, but that wasn’t what did it…it contributed a bit, but…”

“Did what, Liv?”

“I was, really down. I’d just had a big project fail bad enough that it wasn’t going to start back up. I thought I’d fucked up bad enough that they were going to pull my funding for everything. I thought I was done for at Alchemex. And I was alone. And I…” Liv paused and took in a shaky breath. May had never seen her this fragile or exposed, and it began to worry her a little. Liv was always sure, cocky, strong, and in charge, but in this moment, she was humbled by her honesty terrified by her openness. “I was trying to distract myself. I was doing my yoga on the roof, and I was really, really down. And I was really really broken… And I…” she bit her lip.

“Did you jump?” May asked and tried not to look shocked when Olivia nodded. 

“I didn’t want to make it. I mean, I had no intention of hitting the ground alive. I was just…I wanted to-”

“I get it,” May stopped her, realizing it was about as painful for her to say as it would be for May to hear.

“Yeah. But they…they have a mind of their own,” she gestured to her back. “It’s artificial intelligence, but it’s still intelligence. It’s designed with as much survival instincts as you or me or an octopus. And those instincts kept me from hitting the pavement. I thought I was in control, and I thought if I didn’t tell them to do anything, they wouldn’t do anything, but they do. There’s a level of free will there and I’m not sure how much, and that’s really scary…Because now I don’t even know what upgrades I wanted or what they wanted.”

“Mhm,” May tried not to show too much emotion, even if she felt plenty of it. She reached across Liv’s legs for the bottle of whiskey and forced a tiny sip down her throat. It had been a minute since she tried any hard stuff like that. “Well, you’re still here. So I guess they’re not all bad.”

“They’re detestable. And I’m okay with that. I’ve gotta be, right? It’s fine if you hate me, or anyone for that matter, because I created this and I’ve got to be able to live with the consequences.”

“I hate to break it to you,” May scowled a little, “but I think I don’t actually hate you.”

Olivia half grinned and let herself cry for the first time in ages. “Let’s not get ahead of ourselves now, dear. You’ve just been through a traumatic exposure, after all.”

“Every time I look at you is a traumatic exposure. But I…can’t seem to look away.”

**Notes for the Chapter:**

> UUUGGHHH I'm a slut for Liv angst thanks.  
> So that's it for this fic I guess? I really like that juicy plot at the end; prob my favorite head cannon if we're talking Olivia backstory so I might do a spin-off with just plot and no smut? Or maybe some because like...I'm horny on main for these two 24/7 so there's always that...  
> Thank you so much for reading and I hope you'll leave some kudos or a comment below to let me know what you thought or how you'd feel about a spin-off/sequel to this fic. Hope you enjoyed!

**Author's Note:**

> If you liked what you read, I'd love to hear about it in the comments or with kudos below! Thanks for clicking and I should have the next chapter posted real soon!


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